Just The Way You Look Tonight
by hopelessromantic549
Summary: "When I look at you, I think I could never explain to you how much I love you," he says. She feels simultaneously warm with desire and cold with fear, and she can't reconcile the sensations. She's never really been able to, after all. D/E o/s post-3x09.


**A/N: I wrote this for the Damon & Elena Holiday Author2Author exchange on Livejournal (for xxsummerfairyxx there). I started this the day I responded to the prompt, but then life got in the way, as it always does. I've been so busy lately, what with the semester ending soon – and I recently got deferred from my top-choice college, which has sort of robbed me of inspiration, not to mention motivation – that I let this fall on the wayside. So I apologize for how late this is, and here you go.**

**Warning: I've literally never written smut. _My Love, Leave Yourself Behind_ doesn't count, and honestly, I'm not even sure this _is_ smut…either way, here it is ahah. Okay, this isn't smut at all. Oh well!**

**Title from song of the same name, originally performed by Fred Astaire. Special thanks goes to **Lizzy85cec **for looking this over - you're the best!**

**Thanks for reading, enjoy, and please don't favorite without reviewing! Happy holidays to all.**

_Singing how I always loved you, darling  
><em>_And I always will.  
><em>_- Christmas Lights by Coldplay_

Elena often wonders what Damon's thinking when he does that stupid (and undeniably sexy, but she always ignores that thought) eye-thing of his. Sometimes it's sad, like he can't bear the thought of going without her even just one more day. Sometimes it's lustful, like he's going to explode if he can't bury himself inside her. Sometimes, even, it's this inexplicable mixture of anguish and gratitude, as if he hates her and loves her in equal measures.

(Always, it's longing.)

…

The house is quiet when Elena descends the stairs, her socks slipping on the polished wood as she listens to Jeremy's rhythmic snores. She glides her hand down the railings, decorated with boughs of holly, and smiles softly.

She slowly makes her way through the darkened first floor, marveling at the tall tree, the stockings hanging from the mantle, the lights strewn from the ceiling. This year, she and Jeremy actually tried to make the house feel like it was ready for Christmas, and she's happy with their effort. After all, there's been enough doom and gloom in this house in the past few months to last her a lifetime. They deserve a little holiday cheer.

She yawns and pads into the kitchen, raising her eyebrows when she spots Damon pouring a teaspoon of vanilla into a mixing bowl. "You're…" She moves closer to him, peering at the ingredients he has laid out on the counter and staunchly ignoring the fact that he's shirtless. "Making cookies?"

He nods, flashing her that charming smile. "You look so shocked," he teases, scrupulously measuring out a cup of flour. "I'll have you know, I was a great baker in my day."

She grins, sitting down across from him. "I don't doubt it, but it's past two in the morning," she reminds him, reaching out to snag some of the cookie dough from the bowl (he bats her hand away with an admonishing look, and she smiles coyly). "On Christmas Eve, no less. Why did you choose now of all times to make some cookies?"

He shrugs, smiling easily, and she realizes with a shock that there's no one else she'd rather find making cookies in her kitchen at two in the morning on Christmas Eve.

(There's simply no one else but him for her anymore.)

"I couldn't sleep," he says simply. "I was thinking about you."

She gulps. His words rush through her, coating her skin with anxious nerve endings. She's become so comfortable around him that his honest declaration shouldn't send heat spiraling in her blood, but she can't help it. He has the strangest effect on her: she feels simultaneously warm with desire and cold with fear. She can't reconcile the two. (She's never really been able to.)

But he doesn't say anything else, instead concentrating on spooning balls of dough onto her mother's favorite stainless steel tray. She's weirdly touched by the action and has to blink back tears.

Why is it that everything he does lately makes her want to kiss him?

She watches him as he goes about his work, his gaze so focused and intense that she feels herself swell with the knowledge that he has truly become the man she always knew he could be. It's been a slow process, of course, a process marked by setbacks and pain and tears. But here he is. Here he _is_.

As if he can feel the heat of her gaze on his face, he looks up, his eyes immediately locking with hers. And it's ridiculous, really, because she's not sure she's over Stefan, and she's honestly not sure she can ever love Damon the way he needs her to love him, but – but she wants to know _so badly_ what he's thinking. There's something so intangibly passionate about the deep blue of his eyes, like he could undress her with just that sharp gaze of his. And what's worse, she wants it.

He smirks almost indecipherably, and she drops her gaze quickly, her cheeks burning. Of course she wants him; she's always wanted him. But it's not fair to him to pretend she's ready for the emotional attachment he's offering, too.

She's surprised when he doesn't push her, or at least say something incredibly indiscreet. He just goes back to his work, and she goes back to watching him.

They stay like that for longer than she'd like to admit.

…

"You're curious," Damon remarks after a long silence, startling Elena from her engrossing task of studying the stretch of his fingers as he molds the cookie dough into perfect balls.

She looks up, cocking her head (heat rushes to her cheeks, and she has no idea why). "Curious?"

He nods curtly, his eyes flooded with the emotions she knows only too well. Devotion. Passion.

Love.

"You're curious," he repeats, pausing in his baking to rest his hands on the marble counter.

She shakes her head dumbly, entranced by the taut muscles flexing in his forearms. "I don't know what you're talking about," she says uneasily, uncomfortably, watching him with wary eyes as he takes a confident step in her direction.

"You're curious," he says yet again, and this time there's something low and seductive in his voice. He slowly walks towards her, the trod of his bare feet on the hardwood so ridiculously (and unexpectedly) sensual that her eyes unwillingly roll back into her head. "You want to know what I think when I look at you. It's obvious."

She shakes her head numbly, again, determined to resist him. She has no idea where this…_sexiness_ is coming from – it's Christmas Eve, and the man has just been baking _cookies_, for God's sake – but she knows she has to stop it. She doesn't think she's been that obvious – in fact, she thinks she's pretty damn good at hiding how curious she is about _everything _about him. And after all, she's held out this long.

(Admittedly, though, she's not so sure why she has to stop him.)

But suddenly he's right in front of her, sweeping her hair off her face with a tenderness that ripples through her, and her resolve crumbles entirely. It might be because his eyes are bluer than the ocean at dawn, or it might be because she's so lonely and he never fails to make her happy. Or, she muses thoughtfully, it might be because everything about the way he's touching her screams of sex.

"You want to know how I know?" He asks her, running his fingers through her long locks luxuriously. "You want to know how I can tell?"

This time she can't help herself; she nods vigorously.

He grins, leaning towards her until the bare skin of his sculpted chest grazes her shoulders (she shivers involuntarily). "You look at me when you think I won't notice," he says softly, still stroking her hair with the kind of familiarity that makes her rethink _everything_. "And then when our eyes meet, you look away quickly, but not before I see that telltale curiosity on your face. You want to know, don't you?"

She nods again, holding his gaze as bravely as she knows how. (Maybe, just maybe, the right time has finally come.)

"Well," he begins at last, his hands expertly caressing her face, her neck, her collarbone, until she almost wants to beg him to let his hands wander farther down, "Usually when I look at you, I think that you have no idea what you're missing out on."

She sharply inhales.

"I think about all the ways I could make you scream, all the ways I could make you moan," he continues softly, his fingers grazing the underside of her breasts. "That occupies most of my time, actually."

She wonders how he can sound so detached and dispassionate when liquid is already pooling between her legs.

"I think about what it would feel like to have you underneath me," he explains, his eyes smoldering with barely suppressed desire as he palms her stomach nonchalantly. "I think about how soft your skin is, how good it would feel against mine. I think about the way you look when you just wake up, and I imagine what it would be like to wake up with you in my arms."

She smiles weakly. It's this Damon – the one who can be sinfully naughty one minute and unbearably sweet the next – who confuses her so.

"Sometimes I think about biting you," he says roughly, bending his head so he can lightly nip her neck with his teeth. "I think about your blood sliding down my throat, about how good that would make both of us feel."

She should push him away, she knows. She should bristle at the insinuation that she would ever let him bite her, that she would ever let him close enough to taste her blood. But the truth is, it's not that much of a reach anymore. His teeth are on her neck, and all she wants is her blood in his mouth.

But she doesn't say anything. She just watches in awe as her hands find his shoulders entirely of their own volition.

He smiles devilishly. "I think about how your breasts would fit perfectly in my hands," he whispers, suddenly cupping her breasts so firmly that she cries out in pleasure, "How perfectly your entire body would correspond to mine."

She doesn't realize she's panting heavily until he lays a finger over her lips, a playful warning alighting in his eyes.

"Sometimes I wonder if the sex would be better because of how much I love you," he murmurs, kissing her forehead sweetly (even as his hand dips just below the elastic band of her pajama pants, enough to make her squirm). "I think that it can't possibly be better than my wildest fantasies. But then I see you move, or I catch your smile, and I know that if I ever had the chance to make love to you, it'd be the most spectacular thing either one of us has ever known."

She swallows, hard. Because she knows he's right. (She's always known that if she gave into him, it'd be the best mistake she ever made.)

"I think about how beautiful you always look, regardless of whether you're in a ballgown or those tank tops you love to wear to bed –" she smiles faintly, surprised, as usual, at just how much he's taken in about her – "But I also think about the fact that you look the most beautiful when you're happy."

She has to catch her breath. Where did this caring, selfless, _sexy_ guy come from?

"That's just it, Elena," he says after a long pause, skimming his hands up her sides until he can comfortably cradle her face. "As much as my thoughts are sexual and dirty and all that when I look at you…"

He trails off, obviously conflicted about something, and she reaches out for him unthinkingly. Her hands find his waist, and she leans into him, her eyes sparkling with something she's afraid might be tears. She urges him on silently, until his eyes lock with hers with the kind of fervor that never fails to leave her breathless.

She doesn't know what she's doing, but she knows she can't stop.

"Most of the time when I look at you," he says quietly, "I just think that I wish you were happy. You always look so sad, you know. I just think to myself that if I knew how to make you happy, I would do it."

She wants to cry. How can she tell him that even after all he's done, he's what makes her happy? How can she tell him that she thought that Stefan coming home would make her happy, but she was wrong?

How can she tell him that she _loves_ him?

They're quiet for a moment, the only sound the faint humming of the lights on the tree, and she knows, knows like she knows the sky is blue, that things have to change.

His hands float back down her sides, his eyes holding her still.

"Most of all, though," he whispers, his fingers gently digging into her hips, his face contorted with a grief older than time, "When I look at you, I think that I could never really explain to you how much I love you."

A single tear slips down her cheek.

"I think that I owe you everything," he whispers. "I think that all I want to do for the rest of my life is make you happy, even if that means watching as you go back to my brother."

She takes a deep breath, ready to plunge herself into this unknown abyss with him, because he deserves to know that she doesn't want Stefan anymore. Because he deserves to know that moments like this –

But she can't find her voice, and he's still talking.

"I think about how I'll wait for you forever, but it's killing me to see you like this," he whispers, suddenly pulling her towards him with a strength and finesse that shock any residual protest out of her body. "I think about how sometimes I worry that if you don't give into me, I'm going to have to leave you. I think about how perfect we could be together, if you'd only let me show you."

"Then show me," she breathes. She doesn't mean to, exactly; the words slip out of her mouth entirely unbidden. But she also doesn't want to take them back – no matter what he does next, she doesn't want to take those words back.

His eyes widen. "What –"

"Show me," she repeats, locking her arms around his neck with a fire and courage she didn't even know she had. "Make love to me, Damon. Make love to me because we both know it's what I want."

He stares at her, shell-shocked. She takes his silence gratefully, reaching between them to trail her hand down his stomach. "Make love to me," she whispers seductively. "Please."

He bats her hand away, his eyes conflicted, raging with desire and – oh, there it is: fear. She suddenly feels sad that she has ever given him cause to doubt her.

"Why?" He asks her quietly.

"Because I love you," she says without hesitation, "And because it's Christmas Eve, and you're all I want."

He doesn't say anything, and she presses her lips to his, letting her hands wander south on the hard planes of his chest. It's the sort of kiss that makes her believe in cheesy things like true love and destiny; it's the sort of kiss that makes her glad for everything he's ever done for her (and to her): the good, the bad, and everything in between.

(It's the sort of kiss that changes her life.)

They break apart for air for a moment, and she whispers against his mouth, "I love you. I have for a while. I've just never been able to tell you. So I'm telling you now, okay?"

He nods, unfettered joy exploding in his eyes. She feels that same joy blossoming in her chest, and she kisses him again, afraid she might burst with the overwhelming feeling of _finally_.

"Make love to me," she says for the third time against his lips.

He hesitates for a brief moment.

And then, he kisses her fiercely and does just that.

_fin_

* * *

><p><strong>Yeah, yeah, I know that was evil ;) I'm just no good at writing smut…sorry! Thanks for reading, and I can't wait to hear what you thought!<strong>

**In other news: my beta left me for college in September. Anybody willing to fill her shoes?**


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